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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to Rule 14a-12
EL PASO CORPORATION
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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The following letter was sent by Ronald L. Kuehn, Jr., lead director of El
Paso Corporation, to Selim K. Zilkha:
RONALD L. KUEHN, JR.
Selim K. Zilkha
1001 McKinney
Suite 1900
Houston, Texas 77002
Dear Mr. Zilkha:
We feel compelled to respond to your latest letter. The Board is focused on
the future and will continue to fulfill its duties and act in the best
interest of all of our stockholders.
The company is making significant progress in implementing its five-point
operational and financial plan while remaining flexible in optimizing its
execution. We have signed agreements or closed $1.35 billion (40 percent)
of the company's planned total of $3.4 billion in asset sales for 2003;
issued two note offerings for a total of $700 million; and obtained a new
$1 billion fully underwritten financing that will be used to retire the
Trinity River financing. There are other numerous planned and pending
transactions now in process to reduce expenses, strengthen the balance
sheet, enhance liquidity and focus on core businesses.
In addition to focusing on executing the plan, the Board is working
diligently to select a new Chief Executive Officer and is committed to
appointing the best-qualified CEO candidate as soon as possible. The Board
has established an internal CEO search committee consisting of four
non-management directors (John M. Bissell, Joe B. Wyatt, Juan C. Braniff
and me) and has engaged Spencer Stuart, a major executive search firm, to
facilitate the process. The Board recently appointed Robert W. Goldman,
former senior vice president, finance and chief financial officer of Conoco
Inc., as an independent director and is continuing the process of adding
high-quality, independent directors to its existing strong Board.
With respect to your March 4 letter itself, as a former director of
our company, you are aware of the terms of our change of control
arrangements, which date back to 1992 when the Company went public. As to
your additional points, be confident that any arrangements we enter into
with our new CEO, as well as those with Bill Wise relating to his departure
from the company, will be approved by our independent Compensation
Committee and our Board, acting in the best interests of the company and
all its stockholders. We will not allow the important objective of finding
a new CEO to be put on hold because of your proxy contest.
Sincerely,
/s/ Ronald L. Kuehn, Jr.
Lead Director,
El Paso Corporation
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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This letter includes forward-looking statements and projections, made in
reliance on the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. El Paso Corporation has made every reasonable effort to
ensure that the information and assumptions on which these statements and
projections are based are current, reasonable, and complete. However, a
variety of factors could cause actual results to differ materially from the
projections, anticipated results or other expectations expressed in this
letter, including, without limitation, the successful implementation of the
Balance Sheet Enhancement Program and the Strategic Repositioning Plan; the
successful implementation of the 2003 operational and financial plan; the
successful retention of a qualified CEO; the ability to retain senior
management; the ability to successfully close financing transactions; the
successful completion of the plan to exit non-core businesses; the action's
by the credit rating agencies; the accounting and financial consequences of
the plan to exit non-core businesses; changes in commodity prices for oil,
natural gas, and power; the uncertainties associated with governmental
regulation; regulatory proceedings, appeals from regulatory proceedings,
and any related litigation, including those related to the pending FERC
proceeding; inability to realize anticipated synergies and cost savings
associated with restructurings on a timely basis; competition; and other
factors described in the company's (and its affiliates') Securities and
Exchange Commission filings. While the company makes these statements and
projections in good faith, neither the company nor its management can
guarantee that anticipated future results will be achieved. Reference
should be made to those filings for additional important factors that may
affect actual results. The company assumes no obligation to publicly update
or revise any forward-looking statements made herein or any other
forward-looking statements made by the company, whether as a result of new
information, future events, or otherwise.
ADDITIONAL IMPORTANT INFORMATION
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Prior to its 2003 annual meeting, El Paso will furnish to its shareholders
El Paso's definitive proxy statement relating to this meeting, together
with a WHITE proxy card. Shareholders are strongly advised to read this
proxy statement when it becomes available, as it will contain important
information.
Shareholders will be able to obtain El Paso's proxy statement, any
amendments or supplements to the proxy statement and any other documents
filed by El Paso with the Securities and Exchange Commission for free at
the Internet website maintained by the Securities and Exchange Commission
at www.sec.gov. Copies of the proxy statement and any amendments and
supplements to the proxy statement will also be available for free at El
Paso's Internet Web site at www.elpaso.com or by writing to El Paso
Corporation, Investor Relations, PO Box 2511, Houston, TX 77252. In
addition, copies of the proxy materials may be requested by contacting our
proxy solicitor, MacKenzie Partners, Inc. at (800) 322-2885 Toll-Free or by
email at proxy@mackenziepartners.com.
To the extent that individual customers, independent industry researchers,
financial analysts, or El Paso commissioned research, are quoted herein, it
is El Paso's policy to use reasonable efforts to verify the source and
accuracy of the quote. El Paso has not, however, sought or obtained the
consent of the quoted source to the use of such quote as proxy soliciting
material. This document may contain expressions of opinion and belief.
Except as otherwise expressly attributed to another individual or entity,
these opinions and beliefs are the opinions and beliefs of El Paso.
Information regarding the names, affiliation and interests of individuals
who may be deemed participants in the solicitation of proxies of El Paso's
shareholders is contained in a Schedule 14A filed by El Paso with the
Securities and Exchange Commission on February 18, 2003.